A Strange Blue Box
by TFKpuppet
Summary: Audrey Ellis had grown up in London listening to stories about a mysterious time traveling Doctor from her mother. Telling billionaire Tony Stark about the stories seem like a bad idea at first until a strange blue box appears from nowhere. -I'm not too good at summary's- I do not own Doctor Who or The Avengers *I do own the OC Audrey Ellis*
1. Going up

The day was normal like any other. Audrey woke up, got ready, and went to work. The only thing different was the work place, S.H.I.E.L.D's Hellicarrier. She first joined S.H.I.E.L.D when she was eighteen. They needed analysts and she was good at that, but ever since she joined S.H.I.E.L.D she felt like she worked for Tony Stark instead. He always came around to her work space to bug her and ask her for favors. He said she was the only person in S.H.I.E.L.D who had the expertise he needed and the only person with an accent he liked. Audrey grew up in downtown London and even though she came to America when she was young she never lost her accent. Stark would always ask her expertise on any British thing he bought. Speaking of Stark, there he was waiting at her assigned monitor. She let out a sigh as he approached her.

"Hey there." Tony said as he put his arm around her.

"Not today Stark." Audrey said as she slipped out under his arm. "I have too much work to do today."

"But I really need you." Tony said with puppy dog eyes. "And I think you'll like this one. I just need you to take a look at it, maybe clean it up a bit."

"What is it?" Audrey said with a sigh as she sat at her desk.

"A blue police box." Tony said with a smile.

"Seriously? You bought one because I told that story about my mum?" Audrey asked in surprise.

"I bought one because I thought you'd like it." Tony replied.

"Suck up." Audrey said smiling. "Show it to me."

"Come this way." he said as he grabbed her arm and led her down a maze of hallways. eventually they ended up in a huge storeroom.

"I can't believe you really bought one." Audrey said as she ran her hand along the box.

"Anything to see a smile on that depressed face of yours." Tony said as he came to stand beside her. "If you can get it open I'll give you ten bucks."

"A hundred and you have a deal." She said.

"Fair enough. It'll be waiting for you when you're done." He said as he turned and left.

After he left Audrey walked around the box several times before stopping to rest in front of the door. She knocked on the door a couple times then laughed at herself. She retrieved a lock-pick kit from her bag.

"How'd he even get you on board?" She said to the box.

"You'll open for a British girl won't you?" Audrey asked the box as she began to pick the lock. Twenty or thirty seconds later she heard a click and opened the door a crack. She replaced her kit and entered the box.

"Oh my God." She said breathlessly. Before her on the floor was a man wearing a bow tie and beyond him was a console in the middle of a giant room. Audrey knelt next to him and rolled him onto his back and took out the stethoscope she had taken from Dr. Banner. As she check for two hearts he sat up, scaring her.

"Oh my God, It's you." Audrey sitting back from him. "It's really you. That's impossible."

"It's not impossible, just a bit unlikely." He said as he stood up a little bit wobbly. "Who are you anyways and how'd you get into my TARDIS?"

"I picked the lock..." Audrey said.

"You did what now?!" He asked in disbelief as he rushed to the door to check the lock. "That's impossible!"

"Not impossible, just a bit unlikely." Audrey said, still in shock. He looked at her carefully then back at the lock.

"Who are you again?" He asked.

"Audrey Ellis." She managed to say.

"Hello Audrey, I'm The Doctor." He said helping her up from the floor. "How did you get in?"

"With this." she said fumbling in her bag to get back out her lockpick kit. When she got it out she handed it to him. "It's like a sonic screwdriver but less impressive."

"Who are you exactly?" The Doctor asked.

"I'm an analyst at S.H.I.E.L.D." Audrey said "We develop defense technology. That's what I'm told anyway."

"You don't believe them?" The Doctor asked as he went over to the TARDIS console.

"Well, they lie about everything. S.H.I.E.L.D is a very secretive, even around their own employees." Audrey told him as she followed him over to the console in the middle of the room believing that she was dreaming. "My secondary boss is a big snoop and he shares my doubts about this place. He's actually the one who brought your TARDIS here."

"How did he get my TARDIS?" The Doctor asked as he spun around to stare at her.

"He didn't say. I assume he bought it at an auction or something." Audrey replied with a shrug.

"He bought it!" The Doctor said sounding appalled. " He bought my TARDIS! He bought my-, you can't just buy a TARDIS."

"I'm not really surprised. If anyone can do the impossible it's Tony." Audrey said as she glanced around the room.

"Is something wrong?" The Doctor asked as he followed her eyes. "You look a little pale."

"It looks exactly like her picture." Audrey replied without looking back to him.

"Who's picture?" He asked as he handed her lock pick kit, becoming very interested in this strange girl and the situation he had wandered into. Someone had bought his TARDIS! He wanted to meet this Tony, but first he was going to figure out this girl.

" My mother. She painted this picture, a picture of the inside of your TARDIS. I grew up with her stories, I wasn't sure if they were true but I always hoped they were." She said putting her lock pick kit away.

"What was her name?" He asked her, he knew who she was talking about. Moira, out of all his companions, was the only one who had ever painted inside of his TARDIS.

"Moira Ellis" Audrey replied.

"Ah Moira," He said. "I remember her. She liked my bow tie."

"Bow ties are pretty cool." Audrey said with a smile. The Doctor looked straight at her with a big smile.

"Audrey Ellis, I like you." He said. "Now, where can I find this Tony you spoke of ?"

"He's more than likely back upstairs." Audrey said. "We're in one of the storerooms."

"Well then shall we go up?" The Doctor asked as the door shut on its own.

His smile turned into a mischievous one as he began to mess with the controls on the console and for the first time in her life, Audrey heard the sound her mother had once tried to explain to her so many times.


	2. Who bought My TARDIS?

I've made some changes on the first chapter to make the fact that they're on the hellicarrier clearer. also I made it easier to read.

Happy reading!~

Up in one of the conference rooms Tony and the other would be avengers sat or stood around the table listening to Fury talking to Loki. Tony was slightly bored and was hoping Audrey would hurry up. He was picking on Steve at the moment but suddenly, as Fury had finished his talk with Loki, the air in the room began to swirl around a quickly materializing object.

"You've got to be kidding." Tony said when he saw that it was the blue box. The other would be avengers were just as surprised that a blue police public call box had appeared out of nowhere.

"Here we are." the Doctor said as he opened the door of the TARDIS and walked out.  
"Up ...stairs. Sorry, we were just looking for..."

"Um, I got it open." Audrey said to Tony from behind The Doctor.

"What the hell is going on, Ellis." Fury demanded from the doorway. "And who are you?"

"I'm The Doctor, now which one of you bought my TARDIS?" The Doctor asked. Tony raised his hand and smirked with all his wondrous charm.

"How did you by my TARDIS?" he asked "You can't simply buy a TARDIS. It's not something you can just buy."

"I can make this very simple." Tony said. "Private. Auction. It is just that simple when you've got money."

"Who are these people exactly?" the Doctor asked turning towards Audrey.

"This is Tony Stark, Steve Rogers, Dr. Banner, Natasha, Thor, and Fury. He's my boss." Audrey said as she gestured to each of the heroes.

"Thor as in the god of thunder, Thor?" He asked.

"Pretty much, yeah." Audrey said.

"So, Earth's knows now?" The Doctor asked as he leaned against the TARDIS.

"Not exactly." Coulson answered from the corner. Everyone turned to look at him noticing him for the first time.

"Oh," The doctor muttered then turned to Audrey. "It's taking you guys a really long time."

"Anyway," Tony said. "Someone needs to tell me that I'm drunk and dreaming, because you aren't real. You can't be real. It's not possible."

"Of course it's possible." The Doctor said.

"How?" Tony asked. " It's simply not believable."

"He's a god of thunder from a different world and my existence isn't believable?!" The Doctor asked in a disbelieving voice.

"Well, Yeah." Tony said. You're one of Audrey's bedtime stories from when she was a kid and I'm just supposed to believe you're real?"

"I can pinch you if you'd like." The Doctor said. Audrey giggled behind him. Tony looked at her in surprise.

"Did she just laugh?" Tony asked.

"It was more of a giggle." Coulson said, who was equally surprised, and was the only other person to know Audrey never giggled or laughed, not ever.

"I can laugh." Audrey said defensively. The Doctor turned to looked at her.

"Yeah, she can laugh, why's that so surprising?" He asked Tony.

"Not even I can make her laugh." Tony replied. Coulson nodded.

"Me either." Coulson told them.

"Look, this is a nice chat and all but I'm going to have to confiscate that." Fury said gesturing to the TARDIS.

"What? My TARDIS?" The Doctor asked. "Why do you need my TARDIS? What has my TARDIS ever done to you?"

"Nothing, and why I need it doesn't matter. You can either hand it over or I'll take it from you." Fury said.

"Sure, let me just go get the key...Audrey do you remember where I left it?" The Doctor asked.

"I think so." Audrey replied thinking the exact same thing as him and enter the TARDIS after him.

Tony caught on and quickly slipped into the TARDIS before the door shut. Before anyone in the room could move the TARDIS quickly disappeared as Fury cursed under his breath. Steve went up to Fury speechlessly. He fumbled with his wallet and handed Fury another ten bucks. Fury took it without question and Steve sat back down. He laid his head on the conference table hoping that his headache would go away. There was too much new technology for him to handle.

_Please review and let me know if this is better_

_Thanks for past reviews and thanks for reading!~_

_~TFKpuppet_


	3. Author's Note

This is for the person who called Audrey a mary sue. All I want to say is that I haven't even gotten that far in the story and I have yet to develop her character. You don't even know her yet so I'd prefer it if you don't just write her off as a mary sue. Below is an exert from wiki. (because I had no idea what a mary sue was) I have her character all sketched out and I can tell you she is not a mary sue.

_A Mary Sue (sometimes just Sue), in literary criticism and particularly in fan fiction, is a fictional character with overly idealized and hackneyed mannerisms, lacking noteworthy flaws, and primarily functioning as a wish-fulfillment fantasy for the author or reader. It is generally accepted as a character whose positive aspects overwhelm their other traits until they become one-dimensional_

Anyways, For the other people, who are awesome, I'm glad you like the story so far. I am sorry to say I'm stuck. I'll update as soon as Tony behaves and pays Audrey the hundred bucks he owes her and if he stops picking on the doctor and if he stops insulting the TARDIS. He's being very oppositional. He's probably just upset that he's not the only genius anymore. So I'm going to have Bruce beat the crap out of him and we'll be back on schedule.

I'll update soon~

~TFKpuppet


	4. A lot of running to do

"What the hell Tony?" Audrey asked when she realized he had snuck onto the TARDIS.

"Audrey, I don't want him on my TARDIS." The Doctor said as he folded his arms across his chest.

"Yeah well I bought it." Tony said with a smirk.

"No!" The Doctor exclaimed. "No you didn't, you lie I don't believe you!"

"Really, Tony, really, it's his time and space machine. Don't piss off the driver." Audrey said as she smacked him upside the head.

"Ow, Audrey that hurt!" Tony said.

"Good." The Doctor muttered just loud enough for Audrey to hear making her laugh.

"It's not funny." Tony said pouting a little.

"Yes it is." Audrey said.

"I don't see the big deal." Tony said. "It's just a time and space machine."

"Anthony Stark" Audrey said in a tone that made him feel like he was going to get a time out. "It is Not 'just a time and space machine'. It's a TARDIS, thee TARDIS. That's Time And Relative Dimensions In Space."

"Sorry." He said raising his hands in defeat. He walked over to stand by the railing in the TARDIS as Audrey and the Doctor talked.

"So, you're an analyst? Is that all you are?" The Doctor asked as Tony sulked over to one side of the TARDIS.

"Yeah, pretty much." Audrey replied as she watched him.

"Analyst sounds boring. Do you do anything else?" the Doctor inquired as he bent down under the control panel and began hitting something with a hammer.

"I paint." Audrey offered.

"You paint, like your mother?" The Doctor asked her as he popped back up.

"…yeah." She said hesitantly, her eyes dropping to the floor.

"Are you guys just going to ignore me over here?" Tony asked.

"Yes." The doctor answered. "Now, where does Moira live? Does she live here in America with you or back in London?"

"London." Audrey replied.

"Well then. It's been a long time. I ought to say hello." The doctor said with a smile. He turned to the console and danced around it pressing buttons and twisting and pulling things. He was too busy doing all that to notice the frown on her face.

"You're not going to tell him?" Tony asked, putting a hand on her shoulder.

"They were close. I don't think I have a right to tell him." Audrey replied.

"She was your mother." Tony said.

"She was his companion." Audrey told him. "She told me that he never wanted her to stop traveling with him, that he didn't like endings."

"I don't see how that matters." Tony said.

"I just don't want to be the one to tell him that she's gone." She said as she watched the doctor.

"If you don't tell him who will?" Tony asked.

"Don't you owe me a hundred bucks or so?" Audrey asked, ignoring him.

"It's in my wallet." Tony replied.

"And where's your wallet?" she asked.

"Not with me." He answered.

"Figures." She said and turned to the Doctor as he joined them.

"Ready?" He asked. "This always catches people off guard. You're mother loved it."

"Let's go." She told him. She knew where the TARDIS had taken them and she knew she wouldn't be able to keep him from finding out about her mom. Tony looked at her and back at the Doctor.

"Am I aloud to come?" He asked the Doctor. The doctor regarded him as if he was some ugly-ish thing with five or six heads if not two. Then he looked from Audrey to Tony and back to Audrey.

"Sure," Audrey said "Why not."

"Alright then," The Doctor said as he headed to the TARDIS door. "And to quote my former self, Allons-y!"

The Doctor's smile faded as he stepped out of the TARDIS and into a graveyard. He looked around in utter confusion as Audrey and Tony walked out after him. He circled the TARDIS a few times and then a few graves as he took out his sonic screwdriver. He pointed it at the ground the sky and even the TARDIS as he mumbled to himself. Tony watched him as if he was crazy while Audrey simply began walking down the rows.

"This can't be right." The Doctor said to himself. "Sorry Audrey I think something went wrong with the TARDIS…"

"No," Audrey said as she knelt at a grave that was shaded by a small tree. "Nothing went wrong."

Audrey looked up from her mother's grave as the Doctor walked over to her. His face was etched with sadness, more than anyone she had ever seen. He knelt beside her and ran his hand over the head stone. It was engraved with planets and stars.

"I promised her." The doctor said to himself.

"I know." Audrey said softly.

"She told you everything, didn't she?" He asked. Audrey simply nodded. They sat there for what seem like hours but later Tony told her it had only been a few minutes. When the Doctor stood, he had a small light in his eyes as if he had come up with some big scheme. He helped Audrey up and rushed her and Tony back into the TARDIS. Before he entered, he took one look back at the grave, wishing he had come back sooner.

"Alright," The Doctor said as he pulled a lever. "Back to S.H.I.E.L.D –"

"Wait." Audrey said interrupting him. "Why back there? Fury's just gonna try to take the TARDIS again."

"Oh it'll be fine." The Doctor said.

"You sure?" She asked.

"Very." He replied.

"Has anyone else noticed that I am constantly being ignored?" Tony asked

"It must be a humbling experience for you." Audrey replied, smiling.

"Oh get over it Stark," The Doctor told him. "We've got a god to stop, a planet to save,"

The Doctor looked over at Audrey and smiled.

"And a lot of running to do."


	5. Get me a Fez

**Dear readers, I have know idea when I updated this last. So very Sorry. PLease Review and let me know if you like this still.**

* * *

Audrey and Tony followed The Doctor out of the TARDIS again, this time they were back on the helicarrier but somewhere out of sight.

"See," The Doctor said. "Now she's invisible, Fury'll never find her,"

"That's brilliant!" Audrey said as she touched the now invisible TARDIS. The Doctor smiled a straightened his bow muttering to himself that it was. By now Tony was leaning against the wall.

"You okay there, Tony?" Audrey asked.

"Just feeling a bit sick." Tony replied. "Is this the 'catches people off guard' thing?"

"That would be it, yes." The Doctor replied. "Now which way is the control room?"

Audrey led him in the right direction after he got lost a few time. Eventually they got there where He and Fury got into an argument. Finally they agreed and Fury decided to let the Doctor help.

"See, I told you I was sure." The Doctor said to Audrey. "Have a little more faith."

"Right, My Boss squaring off with my childhood bedtime story, why wouldn't that go well?" She asked sarcastically. The Doctor simply patted her head before he turned to Coulson.

"Take us to Dr. Banner." The Doctor ordered.

"This way then." Phil said after Fury gave him a nod.

As Coulson led Audrey, Tony, and the Doctor toward the lab, Fury looked over at Agent Hill who followed them discreetly.

The Doctor hit it off with Bruce pretty much instantly, and grew to like Tony after seeing his genius. As the Doctor walked into the lab, he instantly sonic'd Bruce and looked at the readings. Bruce looked to Tony who just shook his head.

"Hello!" The Doctor said happily as he shook Bruce's hand. "It's really nice to meet you."

"Yeah, you too..." Bruce responded. "I guess."

"Right," The doctor said turning to face Tony and Audrey. "Let's get to work., Audrey, find me a Fez."

Audrey rolled her eyes as she turned and left the Doctor in the lab with Tony and Bruce. She went down the hall and turned a corner where she ran into Natasha.

"Hey," Natasha said. "Where're you headed?"

"Just back to my locker real quick." Audrey replied. "You're interrogating Loki, right?"

"Yeah." Nat responded. "Hey, do me a favor and keep your friend out of trouble."

Natasha continued on her way to the detention area and Audrey slipped into the Locker room. She spotted Coulson at his locker organizing his Captain America cards. Audrey snuck up behind him hoping to scare him.

"Audrey, " He spoke without turning around. "What are you doing?"

"Nothing.." She answered in disappointment. "Just need in my locker."

"Right." Coulson said as he left. "Keep trying, you were pretty close."

Audrey let out a stress filled sigh, one of these days she'd catch him off guard. But probably not anytime soon. She grabbed a small pouch like bag from her locker before heading back to the lab. When she got there the Doctor was leaning against the wall observing everyone. Captain Rogers, Fury, Natasha, and Thor were now in the lab and everyone was arguing.

"I miss something?" She asked the doctor.

"Not much." The Doctor replied. "Where's my Fez?"

"Does it look like we have a fez aboard, I got you something better." Audrey Joked.

"What could be better than a Fez?" The Doctor scoffed. Audrey opened the pouch and pulled out a package of Jammy Dodgers.

"You tell me." She smirked, dangling them in front of him. He snatched the package from her and began munching on them when a ringing noise went off. The Doctor looked up and looked straight at Bruce and nodded at him.

"Audrey, I think you and I should go back to the TARDIS." The Doctor said. "Things might get a bit messy."

"It's kind of invisible, remember." She told him. He pulled out his Sonic and pointed it in the direction of where Audrey assumed the TARDIS must be.

"There," The Doctor spoke in a quieter voice as Bruce walked over to where the ringing noise originated. "Now, go."

"Sure." She said.

"Good." The Doctor told her and handed her a key. "You go on ahead."

"Right." Audrey said before she turned and left the lab, again.

As she was walking away from it a huge explosion knocked her to the ground. The next thing she saw was a S.H.I.E.L.D agent leaning over her. He got her to her feet and helped her down the hall.

"Are you alright?" He asked. Audrey could only nod in reply. Everything was a blur and her ears were ringing. When her head cleared she tried to get up to find the Doctor but someone grabbed her. It was Coulson.

"Come with me." He ordered. With one glance back in the direction of the lab she turned and followed him. They entered the armory and he went straight for the special weapons.

"Phil, what happened?" Audrey inquired.

"We've got company." He replied as he picked up on of the Destroyer weapons.

"Do you even know how to use that?" She asked uneasily.

"Nope." Coulson responded. "Let's go."


	6. Even I don't know what it does

"We need to get to detention." Coulson told Audrey as she followed him. Not really knowing if she should acknowledge what he said. She just hoped the Doctor was okay and she was fighting the urge to run to the TARDIS or to find him. She was a member of S.H.I.E.L.D and when a higher up tells you to do something, you do it.

"This is the wrong way." Audrey spoke up when he took a wrong turn.

"It's the back way." He informed her.

"Oh." She said, mentally she kicked herself.

Determined not to ask anymore stupid questions, Audrey remained silent as she followed Coulson. He lead her to a door that she hadn't seen before and motioned for her to be silent. They enter the detention area just behind one of the bad guys and out of view of Loki and Thor who was now in the glass prison.

"Are you ever not going to fall for that?" They hear Loki ask his brother.

'_Stay here' _Coulson mouthed to her before began to move forward silently.

"The humans think us immortal. Should we test that?" Loki asked. Just after Loki spoke, Coulson knocked down Loki's man.

"Move away, please."Coulson says, catching Loki's attention. From where Audrey was she couldn't see Loki, only the back of Phil and Thor in the prison.

"You like this?" Phil asked as he lifted up the Destroyer weapon. "We started working on the prototype after you sent the Destroyer. Even I don't know what it does. Wanna find out?"

There was silence from the area Audrey could not see and at first she thought maybe Loki had backed down. Just as she thought that and before she could warn Phil, Loki appeared behind him, stabbing him through the chest. As Coulson fell to the ground, propped against the wall, Audrey let out a cry. Not being able to stop herself she ran to his side. Loki hardly spared her a second thought let alone a second look. He brought his attention back to his brother and hit a button send the prison, with Thor inside, plummeting down to the earth.

Then he turned his attention to her, mocking her silently as she held back from crying. He went to take a step toward her when a voice interrupted his thoughts.

"Leave her be." The Doctor ordered. "She's no threat to you."

Audrey looked up to see him, his tweed jacket gone, his bowtie crooked, and a smear of blood on the left side of his face. Loki glared at him, who was this man? Who dared to think they could order him around?

"And who might you be?" Loki inquired with a sneer.

"I'm the Doctor, and you've just made the biggest mistake of your life." The Doctor told him. Loki watched in shock as the Doctor walked right past him to kneel down by Audrey's side.

"He'll be alright," The Doctor whispered in her ear. "Don't worry, Phil's going to be just fine."

Annoyed by all of this Loki turned to leave but Coulson stopped him.

"You're going to lose." Coulson told him.

"Am I" Loki questioned in disbelief.

"It's in your nature." Coulson replied

"You're Heroes are scattered. Your floating fortress falls from the sky... where is my disadvantage?" He demanded.

"You lack conviction." Coulson informed him.

"I don't think I-" Loki began, finally letting his annoyance into his voice. As he spoke, though, Coulson pulled the trigger on the weapon that was still in his grasp sending Loki flying through the wall.

"So that's what it does." Coulson murmured to himself.

"Phil, you're gonna be okay," Audrey spoke as Coulson began coughing. "The Doctor said-"

"He only said that to calm you down Audrey." Coulson interrupted. "I don't think I'm going to be able to finish training you."

"That's too bad, because I won't let anyone else teach me." Audrey said sternly. "You're going to have to suck it up and not die."

In response to her words Coulson laughed and behind her, the Doctor let a small smile grow on his face. Coulson coughed a few more times before Fury showed up. The Doctor pulled Audrey out of his way and then out into the hall. She didn't need to see what happened next.

"Come with me." He said. "The TARDIS will know where to find the tesseract."

Audrey simply nodded unable to say anything. Her mind was still on Phil, praying that God would let him stay, if only for a little longer.


End file.
